EXHIBIT 10.3
UNITED BANCORP,
INC.
1999 STOCK OPTION PLAN
ARTICLE I
Definitions
1.1 Definitions:
As used herein, the following terms shall have the meaning set
forth below, unless the context clearly requires otherwise:
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(a)
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"Applicable Event" shall mean (i) the expiration of a tender
offer or exchange offer (other than an offer by the Company)
pursuant to which more than 25% of the Company's issued and
outstanding stock has been purchased, or (ii) the entry into an
agreement by the Board of Directors of the Company to merge or
consolidate the Company with or into another entity where the
Company is not the surviving entity, an agreement to sell or
otherwise dispose of all or substantially all of the Company's or
the Bank's assets (including a plan of liquidation), or the
approval by the shareholders of the Company of an agreement to
merge or consolidate the Company with or into another entity where
the Company is the surviving entity, pursuant to which more than
25% of the stock of the surviving company will be owned by persons
who were not holders of the Company's issued and outstanding stock
at the time of the agreement.
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(b)
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"Bank" shall mean United Bancorp, Inc., and any subsidiary of
United Bancorp, Inc.
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(c)
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"Administrative Committee" shall mean a Committee consisting of
the members of the Executive Committee of the Board of Directors of
the Company who are not employees of the Company.
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(d)
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"Company" shall mean United Bancorp, Inc.
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(e)
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"Director" shall mean a member of the Board of Directors of the
Company.
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(f)
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"Effective Date" with respect to the Plan shall mean the date
specified in Section 2.3 as the Effective Date.
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(g)
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"Fair Market Value" with respect to a share of Stock shall mean
the fair market value of the Stock, as determined by application of
market trading or such other reasonable valuation methods as the
Committee shall adopt or apply. The Committee's determination of
Fair Market Value shall be conclusive and binding on the Company
and the Participant.
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(h)
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"Option" shall mean an option to purchase Stock granted pursuant
to the provisions of the Plan. Options granted under the Plan shall
be Non-qualified Stock Options. Non-qualified Stock Options shall
mean an Option to purchase shares of Stock which is not an
Incentive Stock Option under Section 422 of the Internal Revenue
Code.
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(i)
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"Participant" shall mean officers and Directors of the Company
and/or any subsidiaries to whom an Option has been granted.
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(j)
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"Plan" shall mean the United Bancorp, Inc. 1999 Stock Option
Plan, the terms of which are set forth herein.
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(k)
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"Plan Year" shall mean the twelve-month period beginning on the
Effective Date, and each twelve-month period thereafter beginning
on the anniversary date of the Effective Date.
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(l)
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"Stock" shall mean the Common Stock of the Company or, in the
event that the outstanding shares of Stock are changed into or
exchanged for shares of a different stock or securities of the
Company or some other entity, such other stock or securities.
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(m)
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"Stock Option Agreement" shall mean the agreement between the
Company and the Participant under which the Participant may
purchase Stock pursuant to the terms of the Plan.
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ARTICLE II
The Plan
2.1 Name. This
plan shall be known as the "United Bancorp, Inc. 1999 Stock Option
Plan."
2.2 Purpose. The
purpose of the Plan is to advance the interests of the Company and
its shareholders by affording to officers and Directors of the
Company and/or any subsidiaries an opportunity to acquire or
increase their proprietary interest in the Company by the grant to
such persons of Options under the terms set forth herein. By
encouraging such persons to become owners of the Company, the
Company seeks to attract, motivate, reward and retain those highly
competent individuals upon whose judgment, initiative, leadership
and efforts the success of the Company depends.
2.3 Effective Date and
Term. The Plan was approved by the Board of Directors of
the Company on December 8, 1999 and shall be effective May 1, 2000,
as approved by a majority of the shareholders of the Company
present in person or by proxy at the meeting of shareholders of the
Company held on April 18, 2000. The Plan shall terminate upon the
fifth anniversary of the Effective Date, unless the plan is
extended with the approval of the shareholders.
ARTICLE III
Administration
3.1
Administration.
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(a)
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The Plan shall be administered by the Administrative Committee.
Subject to the express provisions of the Plan, the Administrative
Committee shall have sole discretion and authority to determine
from time to time the individuals to whom Options may be granted,
the number of shares of Stock to be subject to each Option, the
period during which such Option may be exercised and the price at
which such Option may be exercised.
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(b)
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Meetings of the Administrative Committee shall be held at such
times and places as shall be determined from time to time by the
Administrative Committee. A majority of the members of the
Administrative Committee shall constitute a quorum for the
transaction of business and the vote of a majority of those members
present at any meeting shall decide any question brought before the
meeting. In addition, the Administrative Committee may take any
action otherwise proper under the Plan by the affirmative vote,
taken without a meeting, of a majority of the members.
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(c)
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No member of the Administrative Committee shall be liable for
any act or omission of any other member of the Committee or for any
act or omission on his own part, including, but not limited to, the
exercise of any power or discretion given to him under the Plan,
except those resulting from his own gross negligence or willful
misconduct. All questions of interpretations and application with
respect to the Plan or Options granted thereunder shall be subject
to the determination, which shall be final and binding, of a
majority of the whole Administrative Committee.
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3.2
Company Assistance. The Company shall supply full
and timely information to the Administrative Committee on all
matters relating to eligible employees, their employment, death,
retirement, disability or other termination of employment, and such
other pertinent facts as the
Administrative Committee may
require. The Company shall furnish the Administrative Committee
with such clerical and other assistance as is necessary in the
performance of its duties.
ARTICLE IV
Participants
4.1 Eligibility.
The Company's Management Committee and other vice presidents of the
Company or subsidiaries that may be approved by the Administrative
Committee, and Directors of the Company or subsidiaries.
ARTICLE V
Shares of Stock Subject to Plan
5.1 Grant of Options and
Limitations.
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(a)
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As of the first day of each Plan Year, Options shall be granted
according to the following schedule:
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1.
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Officers of the Company or subsidiaries as designated by the
Administrative Committee shall be eligible to receive Options for
the number of shares of Stock determined by the Administrative
Committee.
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2.
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Each person who is a Director of the Company or its
subsidiaries, and is not actively employed by the Company shall
receive Options for 1,000 shares of Stock upon inception of the
Plan.
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(b)
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Stock Available for Options . Subject to
adjustment pursuant to the provisions of Section 9.3 hereof, the
aggregate number of shares with respect to which Options may be
granted du
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